Foreign Owners Clause Samples
Foreign Owners. Owners that are non-resident aliens or foreign corporations agree to file such tax returns and make such tax elections with, and provide such information to, all applicable taxing authorities located in the United States as may be required to avoid the necessity for withholding income tax on distributions. In addition, Owners that are non-resident aliens or foreign corporations agree to pay all income taxes for which withholding would otherwise be required because of such Owners' status as non-resident aliens or foreign corporations. Each Owner that is a non-resident alien or foreign corporation shall notify Innisfree, in writing, of its status as such and shall advise Innisfree whether it is subject to income tax on withholding or is exempt therefrom. Each Owner that is a non-resident alien or foreign corporation shall indemnify and hold harmless all other Owners, Owner-Seller and Innisfree, for, from and against any and all liability, including liability for taxes, penalties and interest, arising out of or in connection with such Owner's failure to fulfill its obligations under this Section 6.12.
Foreign Owners. If the Investor is a partnership, corporation, limited liability company or other entity with partners, shareholders, members of other owners that are not United States person (as defined by Section 7701(a)(30) of the Code), and if all or a portion of the Company's business is subject to the Defense Production Act, a Foreign Influence, Ownership or Control or Influence plan, or other similar law, rule or government regulation, then the Investor acknowledges that the Company may restrict or eliminate (a) the Investor's access to any "material nonpublic technical information" or (b) the Investor's "involvement" (other than through voting of shares) in "substantive decision making" of the Company regarding (i) the use, development, acquisition, safekeeping, or release of “sensitive personal data” of U.S. citizens maintained or collected by the Company, (ii) the use, development, acquisition, or release of “critical technologies,” or (iii) the management, operation, manufacture, or supply of “covered investment critical infrastructure,” in each solely to the extent required by the applicable law, rule, regulation or plan as reasonably determined by the Company's board of directors or its equivalent. The Investor further agrees to execute and deliver to the Company any and all documents that may be reasonably requested by the Company to document compliance with any such access restrictions or control limitations.